Terms of Use

Welcome to Marqa, an online marketing service designed to help retail businesses better engage with their customers. These Terms of Use outline our obligations as the provider and your obligations as a client of Marqa.

 

These Terms are binding on any use of the Service. These terms apply to you from the time that Marqa provides you with access to the Service.

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Marqa maintains the right to modify these terms at any time, effective upon the posting of modified terms. Marqa will make every effort to notify you of the changes via email or the website. You are obliged to ensure you have read and agree to the most recent terms available on the website.

 

By registering to use the Service, you have agreed to these Terms on behalf of any entity for whom you use the Service.

 

These Terms were last updated on 19 May 2025.

 

1. Definitions

"Agreement" means these Terms of Use.

"Access Fee" means the fee (excluding any taxes and duties) payable by you in accordance with the Fee Schedule.

"Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service, but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

"Data" includes all information entered into the Website by You or by Marqa.

"Fee Schedule" means the pricing information provided on the Marqa Website or notified to You via email or quote.

“Geofence” A polygon in a map of the Website that is used to create a virtual boundary.

"Intellectual Property Right" means ownership of content, patents, copyrights and trademarks

"Service" means the online marketing services made available via the Website. These services may change from time to time.

"Website" means the Internet site at the domain www.getmarqa.com or any other site operated by Marqa.

"Marqa" means the business of Marqa Pty Ltd and all future subsidiaries of Marqa.

"Subscriber" means the person who registers to use the Service. This includes any entity on whose behalf that person registers to use the Service.

"You" means the Subscriber.

 

2. Use of Software

Marqa grants You the right to access and use the Service via the Website according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

 

3. Your Obligations

3.1. Payment obligations:

An invoice for the Access Fee will be issued as per the Fee Schedule.

All Marqa invoices will be sent to You.

Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Access Fee.

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3.2. General obligations:

You must only use the Service and Website for Your own lawful business purposes, in accordance with these Terms and any notice sent by Marqa or condition posted on the Website.

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3.3. Access conditions:

(a). You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Marqa of any unauthorised use of Your passwords or any other breach of security and You must take all other actions that Marqa reasonably deems necessary to maintain or enhance the security of Marqa’s computing systems and networks and Your access to the Services.

(b). As a condition of these Terms, when accessing and using the Services, You must:

i. not attempt to undermine Marqa’s computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;

ii. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;

iii. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;

iv. not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and

v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

(c). License Levels:

Your License Level is determined by the total number of your stores (“Your Stores”) and Geofences required. A store (“Store”) could be considered one of Your Stores if it is:

i. a store branded as Yours, regardless of whether it is owned or rented by You, or

ii. a store owned or managed by a franchisee selling under the same brand as Yours, or

iii. a store where Your product is sold.

For Service based businesses, that may not have one or more physical Stores, Your License Level is determined by the total number of Geofences required.

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3.4. Communication Conditions:

Use of the communication tools available through the Website (such as the notification messaging services), are for lawful and legitimate purposes only. You must not use any such communication tool for posting or disseminating any content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).

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When You make any communication on the Website, You represent that You are permitted to make such communication. Marqa is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based messaging system, You must exercise caution when using the communication tools available on the Website. However, Marqa does reserve the right to remove any communication at any time in its sole discretion.

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3.5. Indemnity:

You indemnify Marqa against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Marqa, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

 

4. Confidentiality and Privacy

4.1. Confidentiality:

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

(a). Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

(b). Each party's obligations under this clause will survive termination of these Terms.

 

4.2. Privacy:

Marqa maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You can view a copy of the policy at getmarqa.com/privacypolicyforwebapp; and You should read that policy and You will be taken to have accepted that policy when You accept these Terms.

 

5. Intellectual Property

5.1. General:

Title to, and all Intellectual Property Rights in the Data, Services and the Website and any documentation relating to the Services remain the property of Marqa (or its licensors).

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6. Warranties and Acknowledgements

6.1. Authority:

You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

 

6.2. Acknowledgement:

You acknowledge that:

(a). You are authorised to use the Services and the Website and to access the information and Data that You enter into the Website, including any information or Data entered into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).

(b). Marqa has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

i. You are responsible for ensuring that You have the right to do so;

ii. You are responsible for authorising any person who is given access to information or Data, and you agree that Marqa has no obligation to provide any person access to such information; and

iii. You will indemnify Marqa against any claims or loss relating to:

i. Marqa’s refusal to provide any person access to Your information or Data in accordance with these Terms,

ii. Marqa’s making available information or Data to any person with Your authorisation.

(c). The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.

(d). Marqa does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Marqa is not in any way responsible for any such interference or prevention of Your access or use of the Services.

(e). It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.

(e). You remain solely responsible for complying with all applicable marketing laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you.

 

6.3. No warranties:

Marqa gives no warranty about the Services. Without limiting the foregoing, Marqa does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

 

6.4. Consumer guarantees:

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

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7. Limitation of Liability

7.1. To the maximum extent permitted by law, Marqa excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.

 

7.2. If You suffer loss or damage as a result of Marqa's negligence or failure to comply with these Terms, any claim by You against Marqa arising from Marqa’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You for the previous 12 months.

 

7.3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

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8. Termination

8.1.  Subscriptions

Marqa will not provide any refund for any Access Fees paid.

 

8.2. No-fault termination:

These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month’s advance written notice. If You elect to terminate these Terms by providing one month's’ advance written notice, You shall be liable to pay all relevant Access Fees up to and including the day of termination of these Terms.

 

8.3. Breach:

If You:

(a). breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

(b). breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of any payment of Access Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or

(c). You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

Marqa may take any or all of the following actions, at its sole discretion:

(d). Terminate this Agreement and Your use of the Services and the Website;

(e). Suspend for any definite or indefinite period of time, Your use of the Services and the Website;

(f). Suspend or terminate access to all or any Data.

(g). Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorised to have access to Your information or Data.

For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in accordance with the requirements set out in the Fee Schedule, Marqa may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.

 

8.4. Accrued Rights:

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

(a). remain liable for any accrued charges and amounts which become due for payment before or after termination; and

(b). immediately cease to use the Services and the Website.

 

8.5. Expiry or termination:

Clauses 3.1, 3.5, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.

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9. Help Desk

9.1. Technical Problems:

In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Marqa. If You still need technical help, please check the support provided online by Marqa on the Website or failing that write us a message at https://www.getmarqa.com/contact.

 

9.2. Service availability:

Whilst Marqa intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.

If for any reason Marqa has to interrupt the Services for longer periods than Marqa would normally expect, Marqa will use reasonable endeavours to publish in advance details of such activity on the Website.

 

10. General

10.1. Entire agreement:

These Terms, together with the Marqa Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Marqa relating to the Services and the other matters dealt with in these Terms.

 

10.2. Waiver:

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

 

10.3. Delays:

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

 

10.4. No Assignment:

You may not assign or transfer any rights to any other person without Marqa’s prior written consent.

 

10.5. Governing law and jurisdiction:

This Agreement is governed by the laws of Australia and You hereby submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement.

 

10.6. Severability:

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

 

10.7. Notices:

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Marqa must be sent to team@marqa.co or to any other email address notified by email to You by Marqa. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

 

10.8. Rights of Third Parties:

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

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